Simpson Thacher Wins Dismissal of Fraud Suit Against an Affiliate of Integrum Holdings
On August 15, the Firm secured dismissal of fraud claims against an affiliate of Integrum Holdings LP, Sam I Aggregator LP, in the Delaware Court of Chancery. In 2022, Sam I sold a credit card processing firm called Merchant E-Solutions Inc. to an affiliate of OPN Holdings Co. Ltd. Sam I later sued the buyers, alleging they breached their obligation to make a deferred payment. The buyers paid the deferred amount but also countersued, alleging Sam I made accounting process misrepresentations and failed to disclose certain liabilities in the sale agreement. The buyers further claimed Integrum aided and abetted Merchant E-Solutions’ CFO’s alleged breaches of fiduciary duty after the sale closed.
In dismissing the countersuit with prejudice, Chancellor Kathaleen St. J. McCormick found the Plaintiffs failed to plead any misrepresentations or fraud by Sam I, and failed to adequately allege Integrum knowingly participated in any alleged breach of fiduciary duty by Merchant E-Solutions’ CFO.
The Simpson Thacher team included Mike Garvey, David Elbaum and Kelsey Vickery.